The $23.3 billion-asset Simmons said in a press release Monday that it will pay $146.3
million in cash and stock for the $1 billion-asset Landmark and $131 million in cash and stock for the $900 million-asset Triumph.
The deals, which are
expected to close in the fourth quarter, priced Landmark at 143% of its tangible book value and Triumph at 151%, Stephen Scouten, an analyst at Piper Sandler, wrote in a note to clients.
“Landmark
and Triumph are two successful, local community banks who share our philosophy
of a strong credit culture, significant community involvement and a passion for
delivering excellent customer service,” George Makris Jr., Simmons’ chairman
and CEO, said in the release.
“The
opportunity to combine forces with these two institutions also highly
complements our existing footprint in Tennessee and enhances our scale in two
of our key growth markets,” Makris added. “The financial metrics of these
mergers are compelling and consistent with our M&A strategy of partnering
with high-quality banks within our current footprint that represent an
efficient use of our capital and delivers on our commitment of building
long-term value for our shareholders.”
Simmons
said it expects the deals to be 7.5% accretive to its 2022 earnings per share,
excluding merger-related expenses. They should be slightly accretive to
tangible book value.
The proposed bank acquisitions would be the first for Simmons since it bought Landrum Co. in Columbia, Mo., in late 2019.
Makris hinted recently that the company's hiatus could be nearing an end, commenting during a April earnings call that "our dance card is filling up."
"We
are not surprised by this announcement given management's recent bullish
commentary around M&A and the manner in which these deals fit Simmons’
strategy of seeking out low-risk, digestible transactions with good cost save
opportunities," Scouten wrote in his client note.
"Management
also noted that smaller deals like these will allow Simmons to remain active in
M&A conversations as execution risk is low, and the team did not rule out
further M&A in the near-term if the right opportunity presents itself," Scouten added. "We think the pricing ... is favorable given the strong economic trends in Tennessee and other recently announced deals in the Southeast that carried higher" premiums.
Stephens
and Covington & Burling advised Simmons, while Mercer Capital Management provided
a fairness opinion. Olsen Palmer and Baker, Donelson, Bearman, Caldwell &
Berkowitz advised Landmark. Southard Financial and Farris Bobango advised
Triumph.
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